Form SC 13G/A Pintec Technology Holdin Filed by: Zhang Song-Yi
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pintec Technology Holdings Limited
(Name of Issuer)
Class A ordinary shares, $0.000125 par value per share
(Title of Class of Securities)
72352G 107**
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** | CUSIP number 72352G 107 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “PT.” Each ADS represents seven Class A ordinary shares of the issuer. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Name of Reporting Person
Mandra iBase Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
43,398,689(1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
43,398,689(1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
43,398,689(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
14.3% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Represents 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950 Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the Issuer (as defined below). |
2
| 1 |
Name of Reporting Person
Beansprouts Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
43,398,689(2) | ||||
| 6 | Shared Voting Power
2,818,908(2) | |||||
| 7 | Sole Dispositive Power
43,398,689(2) | |||||
| 8 | Shared Dispositive Power
2,818,908(2) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,217,597(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.2% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (2) | Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950 Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, and (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd. and Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited. |
3
| 1 |
Name of Reporting Person
Bing How Mui | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
China, Hong Kong Special Administrative Region | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
46,217,597(3) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
46,217,597(3) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,217,597(3) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.2% | |||||
| 12 | Type of Reporting Person
IN | |||||
| (3) | Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950 Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, and (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd. and Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd. |
4
| 1 |
Name of Reporting Person
Song Yi Zhang | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
China, Hong Kong Special Administrative Region | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
38,500(4) | ||||
| 6 | Shared Voting Power
46,217,597(4) | |||||
| 7 | Sole Dispositive Power
38,500(4) | |||||
| 8 | Shared Dispositive Power
46,217,597(4) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
46,256,097(4) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
IN | |||||
| (4) | Represents (i) 1,084,986 Class A ordinary shares directly held by Mandra iBase Limited, 15,895,950 Class A ordinary shares in the form of 2,270,850 ADSs held by Mandra iBase Limited and approximately 26,417,753 Class A ordinary shares which may be purchased by Mandra iBase Limited through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the Issuer, (ii) 1 Class A ordinary share directly held by Woo Foong Hong Limited, (iii) 2,818,907 Class A ordinary shares in the form of 402,701 ADSs held by Mandra Mirabilite Limited, and (iv) 38,500 Class A ordinary shares in the form of 5,500 ADSs held by iBase Limited. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd., Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited and iBase Limited is wholly owned by Song Yi Zhang. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd. |
5
| Item 1(a). | Name of Issuer:
Pintec Technology Holdings Limited (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
216, 2/F East Gate, Pacific Century Place, No. A2 Gongti North Road, Chaoyang District, Beijing, People’s Republic of China | |
| Item 2(a). | Name of Person Filing:
(i) Mandra iBase Limited;
(ii) Beansprouts Ltd.;
(iii) Bing How Mui; and
(iv) Song Yi Zhang (collectively, the “Reporting Persons”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
For Mandra iBase Limited 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110
For Beansprouts Ltd. 3rd Floor, J&C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110
For Bing How Mui and Song Yi Zhang Flat 8A, Magazine Court, 5-7 Magazine Gap Road, Hong Kong | |
| Item 2(c) | Citizenship:
Mandra iBase Limited - British Virgin Islands Beansprouts Ltd. - British Virgin Islands Bing How Mui - China, Hong Kong Special Administrative Region Song Yi Zhang - China, Hong Kong Special Administrative Region | |
| Item 2(d). | Title of Class of Securities:
Class A ordinary shares, $0.000125 par value per share, of the Issuer
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifteen votes per share, subject to certain conditions, on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. | |
6
| Item 2(e). | CUSIP Number: | |
| 72352G 107 | ||
| This CUSIP number applies to the American depositary shares of the Issuer, each representing seven Class A ordinary shares of the Issuer. | ||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
| Not applicable | ||
| Item 4. | Ownership: | |
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Percent of aggregate voting power: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
|||||||||||||||||||||
| Mandra iBase Limited |
43,398,689 | 14.3 | % | 4.3 | % | 43,398,689 | 0 | 43,398,689 | 0 | |||||||||||||||||||
| Beansprouts Ltd. |
46,217,597 | 15.2 | % | 4.5 | % | 43,398,689 | 2,818,908 | 43,398,689 | 2,818,908 | |||||||||||||||||||
| Bing How Mui |
46,217,597 | 15.2 | % | 4.5 | % | 0 | 46,217,597 | 0 | 46,217,597 | |||||||||||||||||||
| Song Yi Zhang |
46,256,097 | 15.3 | % | 4.6 | % | 38,500 | 46,217,597 | 38,500 | 46,217,597 | |||||||||||||||||||
As of December 31, 2020, Mandra iBase Limited held 1,084,986 Class A ordinary shares, 15,895,950 Class A ordinary shares in the form of 2,270,850 ADSs and approximately 26,417,753 Class A ordinary shares which may be purchased through the exercise of a warrant pursuant to a Warrant Agreement entered into between Mandra iBase Limited and the Issuer. As of December 31, 2020, (i) Woo Foong Hong Limited held 1 Class A ordinary share, (ii) Mandra Mirabilite Limited held 2,818,907 Class A ordinary shares in the form of 402,701 ADSs, and (iii) iBase Limited held 38,500 Class A ordinary shares in the form of 5,500 ADSs. Mandra iBase Limited is wholly owned and controlled by Beansprouts Ltd., Woo Foong Hong Limited is 51% held by Beansprouts Ltd., Mandra Mirabilite Limited is wholly owned and controlled by Woo Foong Hong Limited and iBase Limited is wholly owned by Song Yi Zhang. Beansprouts Ltd. is owned by Bing How Mui and Song Yi Zhang, and each of them holds 50% of the issued and outstanding share capital of Beansprouts Ltd.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 303,071,854 ordinary shares (being the sum of 252,132,334 Class A ordinary shares and 50,939,520 Class B ordinary shares) of the Issuer outstanding as of December 31, 2020 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2020. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifteen votes per share, subject to certain conditions, on all matters submitted to them for vote.
| Item 5. | Ownership of Five Percent or Less of a Class: | |
| Not applicable | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |
| Not applicable | ||
7
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: | |
| Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group: | |
| Not applicable | ||
| Item 9. | Notice of Dissolution of Group: | |
| Not applicable | ||
| Item 10. | Certifications: | |
| Not applicable | ||
8
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 10, 2021 | ||||||
| MANDRA IBASE LIMITED | ||||||
| By: | /s/ Song Yi ZHANG | |||||
| Name: | Song Yi ZHANG | |||||
| Title: | Director | |||||
| BEANSPROUTS LTD. | ||||||
| By: | /s/ Song Yi ZHANG | |||||
| Name: | Song Yi ZHANG | |||||
| Title: | Director | |||||
| BING HOW MUI | ||||||
| /s/ Bing How Mui | ||||||
| SONG YI ZHANG | ||||||
| /s/ Song Yi ZHANG | ||||||
10
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value of $0.000125 per share, of Pintec Technology Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2021.
| MANDRA IBASE LIMITED | ||
| By: | /s/ Song Yi ZHANG | |
| Name: Song Yi ZHANG | ||
| Title: Director | ||
| BEANSPROUTS LTD. | ||
| By: | /s/ Song Yi ZHANG | |
| Name: Song Yi ZHANG | ||
| Title: Director | ||
| BING HOW MUI | ||
| /s/ Bing How Mui | ||
| SONG YI ZHANG | ||
| /s/ Song Yi ZHANG | ||
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